exv10w10






EXHIBIT 10.10




Second Amendment to Stock Purchase Agreement




     This second amendment, dated as of December 4, 2009 (this “Amendment”), by and between
John Deere Special Technologies Group, Inc., a Delaware corporation (the “Investor”), and
XATA Corporation, a Minnesota corporation (the “Company”), is made to that certain Stock
Purchase Agreement (the “Agreement”), dated as of August 30, 2000, by and between the
Investor and the Company.



     WHEREAS, the parties hereto desire to amend certain provisions of the Agreement to better
reflect the Company’s existing ownership and control structure, particularly in light of the Note
Purchase Agreement entered into as of December 4, 2009, between the Company and the purchasers
party thereto (the “Note Purchase Agreement”), and the Equity Purchase Agreement entered
into as of December 4, 2009, between the Company, Turnpike Global Technologies Inc., Turnpike
Global Technologies LLC, and the other parties thereto (the “Turnpike Purchase Agreement”).


1. Definitions. Unless defined herein, all capitalized terms have the meaning assigned to them in
the Agreement.



2. Amendments. Sections 7.11 and 7.12 of the Agreement are hereby deleted in their entirety and
replaced with the following:




          “7.11 Negative Covenants.





     (a) The Company shall not, without the Investor’s prior written consent, do any
of the following:




     (1) enter into any bankruptcy filing, liquidation, assignment for the
benefit of creditors or similar event of the Company or any significant
subsidiary of the Company;




     (2) enter into a transaction with an affiliated or interested party
except upon terms not less favorable to the Company than it could obtain in
a comparable arm’s-length transaction with an unaffiliated or disinterested
third party; or




     (3) issue or sell, or be deemed to have issued or sold, Common Stock
for an Effective Price less than the then-current Fair Market Value of the
Company’s Common Stock.




     (b) For the purposes of this Section 7.11, the term “Equity Securities”
shall mean (i) any Common Stock, preferred stock or other security of the Company,
(ii) any security convertible into or exercisable or exchangeable for, with or
without consideration, any Common Stock, preferred stock or other
security (including any option to purchase such a convertible security) of the
Company, (iii) any security carrying any warrant or right to subscribe to or



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purchase any Common Stock, preferred stock or other security of the Company, or (iv)
any such warrant or right.




     (c) For the purposes of this Section 7.11, the “Fair Market Value” of
the Company’s Common Stock shall mean:




     (1) If the Company’s Common Stock is traded on a securities exchange
(which shall include the Nasdaq Stock Market), the value shall be deemed to
be the average of the closing prices of the Common Stock on such exchange
over the 30 day period ending on the date prior to the closing of the sale
and issuance of the shares of Common Stock;




     (2) If the Company’s Common Stock is traded over-the-counter, the value
shall be deemed to be the average of the closing bid or sale prices
(whichever are applicable) over the 30 day period ending on the date prior
to the closing of the sale and issuance of the Equity Securities; and




     (3) If there is no public market for the Company’s Common Stock, the
value shall be the fair market value thereof, as determined in good faith by
the Board of Directors of the Company.




     (d) For the purposes of this Section 7.11, if the Company issues or sells (x)
preferred stock or other stock, options, warrants, purchase rights or other
securities convertible into shares of Common Stock (such convertible stock or
securities being herein referred to as “Convertible Securities”) or (y)
rights or options for the purchase of Common Stock or Convertible Securities and if
the Effective Price of such shares of Common Stock is less than the then-current
Fair Market Value, in each case the Company shall be deemed to have issued at the
time of the issuance of such rights or options or Convertible Securities the maximum
number of shares of Common Stock issuable upon exercise or conversion thereof and to
have received as consideration for the issuance of such shares an amount equal to
the total amount of the consideration, if any, received by the Company for the
issuance of such rights or options or Convertible Securities.




     (e) For the purposes of this Section 7.11, the “Effective Price” of the
Common Stock shall mean the quotient determined by dividing the total number of
shares of Common Stock issued or sold, or deemed to have been issued or sold by the
Company under this Section 7.11, into the Aggregate Consideration received, or
deemed to have been received by the Company for such issue under this section, for
such shares of Common Stock. In the event that the number of shares of Common Stock
or the Effective Price cannot be ascertained at the time
of issuance, such shares of Common Stock shall be deemed to have an Effective
Price below the then-current Fair Market Value. The “Aggregate
Consideration”



 









 







received by the Company for any issue or sale of securities shall
be defined as: (A) to the extent it consists of cash, be computed at the gross
amount of cash received by the Company before deduction of any underwriting or
similar commissions, compensation or concessions paid or allowed by the Company in
connection with such issue or sale and without deduction of any expenses payable by
the Company, (B) to the extent it consists of property other than cash, be computed
at the fair value of that property as determined in good faith by the Board of
Directors of the Company (the “Board”), and (C) if shares of Common Stock,
Convertible Securities or rights or options to purchase either shares of Common
Stock or Convertible Securities are issued or sold together with other stock or
securities or other assets of the Company for a consideration which covers both, be
computed as the portion of the consideration so received that may be reasonably
determined in good faith by the Board to be allocable to such shares of Common
Stock, Convertible Securities or rights or options.




     (f) The provisions of Section 7.11(a)(3) shall not apply to issuances of:




     (1) shares of Common Stock issued (or deemed to have been issued) upon
(i) conversion of the Company’s preferred stock outstanding on the date
hereof, or preferred stock to be issued upon conversion of the Notes (as
defined in the Note Purchase Agreement), (ii) exercise of Company warrants
outstanding on the date hereof, or Company warrants to be issued upon
conversion of the Notes (as defined in the Note Purchase Agreement), or
(iii) conversion of the Notes (as defined in the Note Purchase Agreement);




     (2) shares of Common Stock or Convertible Securities issued to
employees, officers or directors of, or consultants or advisors to the
Company or any subsidiary pursuant to stock purchase or stock option plans
or other arrangements that are approved by the Board provided that, (i) such
options were granted with an exercise price equal to or greater than the
then-current fair market value (as “fair market value” is defined in the
relevant plan) or (ii) such shares were issued pursuant to a IRC 423 plan
with an exercise price equal to or greater than 85% of the then-current fair
market value (as such “fair market value” is defined in the relevant plan);




     (3) shares of Common Stock issued pursuant to the exercise of
Convertible Securities outstanding as of the date of this Agreement; and




     (4) shares of Common Stock or Convertible Securities issued (i)
pursuant to the Turnpike Purchase Agreement or (ii) for consideration other
than cash pursuant to a merger, consolidation, acquisition, strategic
alliance or similar business combination approved by the Board.



          7.12 [Intentionally omitted]”



 









 




3. Miscellaneous. The Agreement, as amended by this Amendment, is confirmed as being in full force
and effect in accordance with its terms. This Amendment may be executed in any number of
counterparts, each of which is deemed to constitute an original.




[Signature pages follow.]





 









 








     In Witness Whereof, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above written.



	 	 	 	 	 
	COMPANY:



XATA CORPORATION

 	 	 
	By:  	/s/ Wesley C. Fredenburg
 	 	 
	 	Wesley C. Fredenburg 	 	 
	 	General Counsel and Secretary 	 	 
	 
	INVESTOR:



John Deere Special Technologies Group, Inc.

 	 	 
	By:  	/s/ Bharat Vedak
 	 	 
	 	Name:  	Bharat Vedak 	 	 
	 	Title:  	SVP, Deere & Co. 	 	 
	 



[Second Amendment to Stock Purchase Agreement]





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